Contents

Item 1 – Identity of Directors, Senior Management and Advisers			2
Item 2 – Offer Statistics and Expected Timetable			2
Item 3 – Key Information			2
Item 4 – Information on the Company			7
Item 4A – Unresolved Staff Comments			7
Item 5 – Operating and Financial Review and Prospects			7
Item 6 – Directors, Senior Management and Employees			9
Item 7 – Major Shareholders and Related Party Transactions			10
Item 8 – Financial Information			10
Item 9 – The Offer and Listing			11
Item 10 – Additional Information			12
Item 11 – Quantitative and Qualitative Disclosures About Market Risk			14
Item 12 – Description of Securities Other than Equity Securities			14
Item 13 – Defaults, Dividend Arrearages and Delinquencies			15
Item 14 – Material Modifications to the Rights of Security Holders and Use of Proceeds			15
Item 15 – Controls and Procedures			15
Item 16 – Reserved			16
Item 17 – Financial Statements			16
Item 18 – Financial Statements			17
Item 19 – Exhibits			25
EX-1.1
EX-4.1
EX-4.2
EX-4.3
EX-12.1
EX-13.1
Ex-15.1
Ex-15.2

References set forth below are to certain references that include pages incorporated therein, including any page references incorporated in the incorporated material, unless specifically noted otherwise.

The following pages and sections of the Group’s Annual Report and Accounts 2009, regardless of their inclusion in any cross-reference below, are hereby specifically excluded and are not incorporated by reference into this report on Form 20-F: Page 1, “Operational Highlights” on pages 2 and 3, pages 4 to 8, pages 10 to 21, “Principal risk factors” on pages 30 to 34, pages 64 to 66, “Additional Statutory Disclosures” on Page 73, and pages 133 to 143.

This 20-F Report and the Group’s Annual Report and Accounts 2009 (furnished separately on 5 March 2010 under Form 6-K) contain certain measures that are not defined under IFRS. We report underlying sales growth (abbreviated to ‘USG’ or ‘growth’) at constant exchange rates, excluding the effects of acquisitions and disposals. Turnover includes the impact of exchange rates, acquisitions and disposals. Unilever uses ‘constant rate’ and ‘underlying’ measures primarily for internal performance analysis and targeting purposes. We also comment on trends in underlying operating margins (meaning before the impact of restructuring, disposals, and other one-off items, which we collectively term RDIs) and use the movements in Ungeared Free Cash Flow and Return On Invested Capital to measure progress against our longer-term value creation goals. We may also discuss net debt, for which we provide an analysis in the notes to the financial statements. Unilever believes that such measures provide additional information for shareholders on underlying business performance trends. Such measures are not intended to be a substitute for GAAP measures of turnover, operating profit, EPS and cash flow. Further information about certain of these measures is available under the heading “Financial Review 2009” on pages 44 to 46 of the Group’s Annual Report and Accounts 2009.

Unilever N.V. (NV) is a public limited company registered in the Netherlands, which has listings of shares and depositary receipts for shares on Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. Unilever PLC (PLC) is a public limited company registered in England and Wales which has shares listed on the London Stock Exchange and, as American Depositary Receipts, on the New York Stock Exchange.

The two parent companies, NV and PLC, together with their group companies, operate as a single economic entity (the Unilever Group, also referred to as “Unilever” or “the Group”). NV and PLC and their group companies constitute a single reporting entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective consolidated accounts.

This document contains references to our website. Information on our website or any other website referenced in this document is not incorporated into this document and should not be considered part of this document. We have included any website as an inactive textual reference only.

Item 1 – Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2 – Offer Statistics and Expected Timetable

Not applicable.

Item 3 – Key Information

A. Selected financial data

The information set forth under the heading “Unilever Group – Financial record” on pages 129 and 130 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Dividends

The information set forth under the headings “Dividend record” on page 130 and “Financial calendar” on page 146 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

High and low exchange rate values for each of the last six months:

Share capital

The information set forth under the heading “Note 22 Share capital” on page 119 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

B. Capitalisation and indebtedness

Not applicable

C. Reasons for the offer and use of proceeds

Not applicable

 

Principal risks		Description of risk
Consumer and environmental safety
Our industry is subject to focus on social and environmental issues, including sustainable development, product safety and renewable sources. If we fail to meet applicable standards or expectations with respect to these issues, our reputation could be damaged and our business adversely affected.		Unilever has developed a strong corporate reputation over many years for its focus on social and environmental issues, including promoting sustainable development and utilisation of renewable resources. The Unilever brand logo, now displayed on all our products and advertising, increases our external exposure. Should we fail to meet high product safety, social, environmental and ethical standards across all our products and in all our operations and activities it could impact our reputation, leading to the rejection of products by consumers, damage to our brands including growth and profitability, and diversion of management time into rebuilding our reputation.
		We aim to grow our business while reducing our environmental impact. The environmental measures that we regard as most significant are those relating to the amounts of CO 2 from energy that we use, the water we consume as part of our production processes and the amount of waste that we generate for disposal. Failure to design products with a lower environmental footprint could damage our reputation and hence long-term cash flow, turnover, profits and/or profit margins.

Operations
Our input costs are subject to fluctuation and we are reliant on efficient suppliers and regional/global supply chains to produce and deliver our products to our customers.		Our ability to make products is dependent on securing timely and cost-effective supplies of production materials, some of which are globally traded commodities. The price of commodities and other key materials, labour, warehousing and distribution fluctuates according to global economic conditions, which can have a significant impact on our product costs. For example, in 2008 we saw unprecedented increases in many of our commodity costs, including edible oils and crude oil. If we are unable to increase prices to compensate for higher input costs, this could reduce our cash flow, profits and/or profit margins. If we increase prices more than our competitors, this could undermine our competitiveness and hence market shares.
		Further, two-thirds of the raw materials that we buy come from agriculture. Changing weather patterns, water scarcity and unsustainable farming practices threaten the long-term viability of agricultural production. A reduction in agricultural production may limit our ability to manufacture products in the long term.
		We are dependent on regional and global supply chains for the supply of raw materials and services and for the manufacture, distribution and delivery of our products. We may be unable to respond to adverse events occurring in any part of this supply chain such as changes in local legal and regulatory schemes, labour shortages and disruptions, environmental and industrial accidents, bankruptcy of a key supplier or failure to deliver supplies on time and in full, which could impact our ability to deliver orders to our customers. Any of the foregoing could adversely impact our cash flow, turnover, profits and/or profit margins and harm our reputation and our brands.
People and talent
Our success depends on attracting, developing and retaining talented people within our business. Any shortfall in recruitment or retention could adversely affect our ability to deliver our strategy and compete in our markets.		Attracting, developing and retaining talented employees is essential to the delivery of our strategy. If we fail to determine the appropriate mix of skills required to implement our strategy and subsequently fail to recruit or develop the right number of appropriately qualified people, or if there are high levels of staff turnover, this could adversely affect our ability to operate successfully, and hence grow our business and effectively compete in the marketplace.
Legal and regulatory
Unilever is subject to many local, regional and global jurisdictions. Failure to comply with local laws and regulatory regimes could expose Unilever to litigation, penalties, fines and/or imprisonment of its executives.		Unilever is subject to local, regional and global rules, laws and regulations, covering such diverse areas as product safety, product claims, trademarks, copyright, patents, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Important regulatory bodies in respect of our business include the European Commission and the US Food and Drug Administration. Failure to comply with laws and regulations could leave Unilever open to civil and/or criminal legal challenge and, if upheld, fines or imprisonment imposed on us or our employees. Further, our reputation could be significantly damaged by adverse publicity relating to such a breach of laws or regulations and such damage could extend beyond a single geography.

6 Unilever Annual Report on Form 20-F 2009

B. Liquidity and capital resources

(i) Information regarding the Group’s liquidity

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Finance and liquidity” and “Treasury” on pages 39 and 40;
•		“Liquidity management” on page 104;
•		“Liquidity risk” on pages 105 and 106;
•		“Capital management” on pages 109 and 110;
•		“Going concern” on page 76;
•		“Cash flow” on page 41;
•		“Consolidated cash flow statement” on page 82;
•		“Note 28 Reconciliation of net profit to cash flow from operating activities” on page 126; and
•		“Note 14 Financial assets and liabilities” on pages 99 to 103.

(ii) Information regarding the type of financial instruments used, the maturity profile of debt, currency and interest rate structure

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Note 14 Financial assets and liabilities” on pages 99 to 103; and
•		“Note 15 Financial instruments and treasury risk management” on pages 104 to 110.

(iii) Information regarding the Group’s material commitments for capital expenditure

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Note 25 Commitments and contingent liabilities” on pages 121 to 122; and
•		“Note 10 Property, plant and equipment” on pages 95 and 96.

C. Research and development, patent and licences, etc

The information set forth under the heading “Bigger better faster innovations” on page 9 and “Note 3 Gross profit and operating cost” (first table) on page 89 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

D. Trend information

Please refer also to Item 3D “Risk Factors” on pages 4 to 6 of this report

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Outlook” on page 30;
•		“Financial Review 2009” on pages 37 to 46; and
•		“Financial Review 2008” on pages 47 to 49.

E. Off-balance sheet arrangements

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Off-balance sheet arrangements” on page 41;
•		“Note 15 Financial instruments and treasury risk management” on pages 104 to 110; and

•

“Note 25 Commitments and Contingent liabilities” (last two paragraphs only) on page 121.

F. Tabular disclosure of contractual obligations

The information set forth under the heading “Contractual obligations at 31 December 2009” on page 41 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

G. Safe harbour

This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘expects’, ‘anticipates’, ‘intends’, ‘believes’ or the negative of these terms and other similar expressions of future performance or results, including any financial objectives, and their negatives are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive pricing and activities, economic slowdown, industry consolidation, access to credit markets, recruitment levels, reputational risks, commodity prices, continued availability of raw materials, prioritisation of projects, consumption levels, costs, the ability to maintain and manage key customer relationships and supply chain sources, consumer demands, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the geographic markets where the Group operates and new or changed priorities of the Boards. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the 20-F Report and the Annual Report and Accounts 2009. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Item 6 – Directors, Senior Management and Employees

A. Directors and senior management

(i) Name, experience and functions

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•

“Unilever Executive” on page 24, “Board of Directors” on pages 22 and 23; and “Chairman and Chief Executive Officer”, “Executive Directors”, “Non-Executive Directors” and “Committees” on pages 52 to 54.

(ii) Activities outside the issuing company

The information set forth under the headings “Board of Directors” on pages 22 and 23, “Unilever Executive” on page 24 and “Executive Directors – Outside Appointments” on page 52 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

(iii) Age

The information set forth under the headings “Board of Directors” on pages 22 and 23 and “Unilever Executive” on page 24 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

(iv) Family relationship

The information set forth under the heading “Executive Directors” (paragraph 5) on page 52 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

(v) Other arrangements

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Executive Directors” (paragraph 5) on page 52; and
•		“Non-Executive Directors – Independence” (paragraph 6) on page 53.

B. Compensation

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Executive Directors” on page 67;
•		“The supporting policies” on page 68;
•		“Our remuneration practices” on pages 69 and 70;
•		“Directors’ Remuneration Report” on page 70;
•		“Executive Directors’ remuneration in 2009” on pages 71 to 72;
•		“Non-Executive Director’s” on page 73;
•		“Note 29 Share-based compensation plans” on pages 126 to 127;
•		“Note 4 Staff and management costs – Key management compensation” on page 90; and
•		“Note 19 Pension and similar obligations” on pages 113 to 117.

C. Board practices

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Board of Directors” on pages 22 to 23;
•		“Appointment of Directors” on page 50;
•		“Executive Directors” (paragraphs 2 and 3) on page 52;
•		“Non-Executive Directors” on pages 52 and 53;
•		“Committees” on pages 53 and 54;
•		“Report of the Audit Committee” on page 63; and
•		“Directors’ Remuneration Report” on pages 67 to 70.

D. Employees

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Note 4 Staff and management costs – Average number of employees during the year” on page 90; and
•		“Our employees” on page 28.

We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.

E. Share ownership

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Directors’ Remuneration Report” on page 70;
•		“Executive Directors’ remuneration in 2009” on pages 71 to 72;
•		“Non-Executive Directors” on page 73; and
•		“Note 29 Share-based compensation plans” on pages 126 and 127.

Item 9 – The Offer and Listing

A. Offer and listing details

Please refer to information given above under Item 7A “Major shareholders”.

Share prices at 31 December 2009

The share price of the ordinary shares at the end of the year were as follows:

Monthly high and low prices for the most recent six months:

B. Plan of distribution

Not applicable.

C. Markets

The information set forth under the heading “The Unilever Group” on page 2 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

Item 10 – Additional Information

A. Share capital

Not applicable.

B. Memorandum and articles of association

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

•		“Corporate governance” on pages 50 to 62; and
•		“Note 22 Share capital” on page 119.

C. Material contracts

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Financial Review 2009 – Acquisition and disposals” on page 42;
•		“Financial Review 2008 – Acquisition and disposals” on page 49; and
•		“Foundation agreements” on pages 56 and 57.

D. Exchange controls

Under the Netherlands Act on Financial Supervision (Wet op het financieel toezicht (Wft)) the Minister of Finance is authorised to issue regulations relating to financial transactions. To date no regulations of this type have been issued which are applicable to Unilever N.V.

There are currently no exchange controls affecting PLC shareholders.

E. Taxation

Taxation for US persons holding shares in NV

The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares. A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to US federal income tax on its worldwide income.

Taxation on dividends in the Netherlands

As of 1 January 2007 dividends of companies in the Netherlands are in principle subject to dividend withholding tax of 15%. Where a shareholder is entitled to the benefits of the current Income Tax Convention (‘the Convention’) concluded on 18 December 1992 between the United States and the Netherlands, when dividends are paid by NV to:

•		a corporation organised under the laws of the United States (or any territory of it) having no permanent establishment in the Netherlands of which such shares form a part of the business property; or
•		any other legal person subject to United States Federal income tax with respect to its worldwide income, having no permanent establishment in the Netherlands of which such shares form a part of the business property,

these dividends qualify for a reduction of withholding tax on dividends in the Netherlands from 15% to 5% if the beneficial owner is a company which directly holds at least 10% of the voting power of NV shares and to 0% if the beneficial owner is a qualified ‘Exempt Organisation’ as defined in Article 36 of the Convention.

Where a United States person has a permanent establishment in the Netherlands, which has shares in NV forming part of its business property, dividends it receives on those shares are included in that establishment’s profit. They are subject to income tax or corporation tax in the Netherlands, as appropriate, and tax on dividends in the Netherlands will generally be applied at the full rate of 15%. This tax will be treated as foreign income tax eligible for credit against the shareholder’s United States income taxes.

Under the Convention, qualifying United States organisations that are generally exempt from United States taxes and that are constituted and operated exclusively to administer or provide pension, retirement or other employee benefits may be exempt at source from withholding tax on dividends received from a Dutch corporation. A Competent Authority Agreement between the US and Dutch Tax Authorities on 6 August 2007, published in the US as Announcement 2007-75, 2007-2 Cumulative Bulletin 540, describes the eligibility of these US organisations for benefits under the Convention and procedures for claiming these benefits.

A United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes is subject to an initial 15% withholding tax rate. Such an exempt organisation is entitled to reclaim from Tax Authorities in the Netherlands a refund of the Dutch dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on all its activities there.

If you are an NV shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the Netherlands may be governed by the ‘Tax Regulation for the Kingdom of the Netherlands’ or by the tax convention, if any, between the Netherlands and your country of residence.

United States taxation on dividends

If you are a United States person, the dividend (including the withheld amount) up to the amount of our earnings and profits for United States Federal income tax purposes will be ordinary dividend income. Dividends received by an individual during taxable years before 2011 will be taxed at a maximum rate of 15%, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that NV is a qualified foreign corporation and that certain other conditions are satisfied. NV is a qualified foreign corporation for this purpose. Dividends received by an individual for taxable years after 2010 will be subject to tax at ordinary income rates. The dividends are not eligible for the dividends received deduction allowed to corporations.

For US foreign tax credit purposes, the dividend is foreign source income, and withholding tax in the Netherlands is a foreign income tax that is eligible for credit against the shareholder’s United States income taxes. However, the rules governing the US foreign tax credit are complex, and additional limitations on the credit apply to individuals receiving dividends eligible for the 15% maximum tax rate on dividends described above.

Any portion of the dividend that exceeds our United States earnings and profits is subject to different rules. This portion is a tax free return of capital to the extent of your basis in our shares, and thereafter is treated as a gain on a disposition of the shares.

Under a provision of the Dividend Tax Act in the Netherlands, NV is entitled to a credit (up to a maximum of 3% of the gross dividend from which dividend tax is withheld) against the amount of dividend tax withheld before remittance to tax authorities in the Netherlands. The United States tax authority may take the position that withholding tax in the Netherlands eligible for credit should be limited accordingly.

Taxation on capital gains in the Netherlands

Under the Convention, if you are a United States person and you have capital gains on the sale of shares of a Dutch company, these are generally not subject to taxation by the Netherlands. An exception to this rule generally applies if you have a permanent establishment in the Netherlands and the capital gain is derived from the sale of shares which form part of that permanent establishment’s business property.

Succession duty and gift taxes in the Netherlands

Under the Estate and Inheritance Tax Convention between the United States and the Netherlands of 15 July 1969, individual US persons who are not Dutch citizens who have shares will generally not be subject to succession duty in the Netherlands on the individual’s death, unless the shares are part of the business property of a permanent establishment situated in the Netherlands.

A gift of shares of a Dutch company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to gift tax in the Netherlands. A non-resident Netherlands citizen, however, is still treated as a resident of the Netherlands for gift tax purposes for ten years and any other non-resident person for one year after leaving the Netherlands.

Taxation for US persons holding shares in PLC

The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares. A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to US federal income tax on its worldwide income.

United Kingdom taxation on dividends

Under United Kingdom law, income tax is not withheld from dividends paid by United Kingdom companies. Shareholders, whether resident in the United Kingdom or not, receive the full amount of the dividend actually declared.

United States taxation on dividends

If you are a US person, the dividend up to the amount of our earnings and profits for United States Federal income tax purposes will be ordinary dividend income. Dividends received by an individual during taxable years before 2011 will be taxed at a maximum rate of 15%, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. Dividends received by an individual for taxable years after 2010 will be subject to tax at ordinary income rates. The dividend is not eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes.

Any portion of the dividend that exceeds our United States earnings and profits is subject to different rules. This portion is a tax free return of capital to the extent of your basis in our shares, and thereafter is treated as a gain on a disposition of the shares.

UK taxation on capital gains

Under United Kingdom law, when you sell shares you may be liable to pay capital gains tax. However, if you are either:

•		an individual who is neither resident nor ordinarily resident in the United Kingdom; or
•		a company which is not resident in the United Kingdom;

you will generally not be liable to United Kingdom tax on any capital gains made on disposal of your shares.

Two exceptions are: if the shares are held in connection with a trade or business which is conducted in the United Kingdom through a branch or an agency; and if the shares are held by an individual who has left the UK for a period of non-residence of less than five tax years having been resident for at least four of the seven tax years prior to leaving the UK.

UK inheritance tax

Under the current estate and gift tax convention between the United States and the United Kingdom, ordinary shares held by an individual shareholder who is:

•		domiciled for the purposes of the convention in the United States; and
•		is not for the purposes of the convention a national of the United Kingdom;

will not be subject to United Kingdom inheritance tax on:

•		the individual’s death; or
•		on a gift of the shares during the individual’s lifetime.

The exception is if the shares are part of the business property of a permanent establishment of the individual in the United Kingdom or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the United Kingdom.

F. Dividends and paying agents

Not applicable.

G. Statement by experts

Not applicable.

H. Documents on display

The information set forth under the heading “Shareholder information” on pages 146-147 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Unilever Annual Report on Form 20-F 2009
Filed with the SEC on the SEC’s website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations Department, Unilever House, 100 Victoria Embankment, London EC4Y 0DY United Kingdom.

Documents on display in the United States
Unilever files and furnishes reports and information with the United States SEC. Such reports and information can be inspected and copied at the SEC’s public reference facilities in Washington DC, Chicago and New York. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SEC’s website.

I. Subsidiary information

Not applicable.

Item 11 – Quantitative and Qualitative Disclosures About Market Risk

Please refer also to Item 3D “Risk Factors” of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Outlook” on page 30;
•		“Note 13 Trade and other receivables” on page 98;
•		“Note 14 Financial assets and liabilities” on pages 99 to 103;
•		“Note 15 Financial instruments and treasury risk management” on pages 104 to 110; and
•		“Note 16 Trade payables and other liabilities” on page 110.

Transfer agent fees payable upon the issuance and cancellation of NYSs are typically paid to the transfer agent by the brokers (on behalf of their clients) receiving the newly-issued NYSs from the transfer agent and by the brokers (on behalf of their clients) delivering the NYSs to the transfer agent for cancellation. The brokers in turn charge these transaction fees to their clients.

Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the Transfer Agent. Notice of any changes will be given to investors.

D.4 Transfer Agent Payments – Fiscal Year 2009

In 2009, we received the following payments from Citibank, N.A., the Transfer Agent and Registrar for our New York Registered Share program:

Indirect payments

As part of its service to the Company, Citibank, N.A. has agreed to waive fees for the standard costs associated with the administration of the New York Registered Share Program, associated operating expenses and investor relations advice estimated to total $150,000.

Item 13 – Defaults, Dividend Arrearages and Delinquencies

A. Defaults

There has been no material default in the payment of principal, interest, a sinking or purchase fund instalments or any other material default relating to indebtedness of the Group.

B. Dividend arrearages and delinquencies

There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.

Item 14 – Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15 – Controls and Procedures

The information set forth under the headings “Auditors’ Report – United States” on Item 18 of this report, “Risk management approach” on pages 35 and 36 and “Risk management and control” on page 62 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Management’s report on internal control over financial reporting

In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Company’s internal control over financial reporting (as defined in rule 13a-15(f) or rule 15d-15(f) under the US Securities Exchange Act of 1934):

•		Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;
•		Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting;
•		Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2009, and has concluded that such internal control over financial reporting is effective; and
•		PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December 2009, have also audited the effectiveness of internal control over financial reporting as at 31 December 2009 and have issued an attestation report on internal control over financial reporting. For the Auditors’ Report please refer to Item 18.

Item 16 – Reserved

A. Audit Committee financial expert

The information set forth under the heading “Audit Committee” on pages 53 and 54 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

B. Code of Ethics

The information set forth under the following headings of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

•		“Foundation and principles” on page 35; and
•		“Requirements – the United States” on page 62.

C. Principal accountant fees and services

The information set forth under the heading “Report of the Audit Committee” on page 63 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

(a)		Excludes € (1) million of out of pocket expenses and € (1) million fees paid in respect of services supplied for associated pension schemes.
(b)		Includes other audit services which comprises audit and similar work that regulations or agreements with third parties requires the auditors to undertake.

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

E. Purchases of equity securities by the issuer and affiliated purchasers

Share purchases during 2009

(a)		Shares were also purchased to satisfy commitments to deliver shares under our share-based plans as described in note 29 on pages 133 and 134.

F. Change in Registrant’s Certifying Accountant

Not applicable.

G. Corporate governance

The information set forth under the heading “Corporate governance” on pages 50 to 62 of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Item 17 – Financial Statements

The company has responded to Item 18 in lieu of this item.

Item 18 – Financial Statements

The information set forth under the heading “Financial statements” on page 76 and pages 79 to 128 (excluding Note 31 on page 128) of the Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Report of Independent Registered Public Accounting Firm

In our opinion, the consolidated income statements and the related consolidated balance sheets, consolidated cash flow statements, consolidated statements of comprehensive income and consolidated statements of changes in equity set forth under the heading “Financial Statements” on pages 79 to 128 (excluding Note 31 on page 128) of Unilever Group’s Annual Report and Accounts 2009 and the summarised presentation of the NV and PLC parts of the Group and the Guarantor financial information included in Item 18 of this Form 20-F present fairly, in all material respects, the financial position of the Unilever Group at 31 December 2009 and 2008 and the results of its operations and cash flows for each of the three years in the period ended 31 December 2009, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. Also, in our opinion the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Group’s Directors and management are responsible for these consolidated financial statements.

The Group’s management are responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ‘Management’s report on internal control over financial reporting’ included in Item 15 of this Form 20-F. Our responsibility is to express opinions on these consolidated financial statements and on the Group’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statements presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

		€ million				€ million				€ million				€ million
		NV				NV				PLC				PLC
Balance sheet as at 31 December		2009				2008				2009				2008
Goodwill and intangible assets			10,984				10,298				6,063				5,793
Property, plant and equipment			3,365				3,020				3,279				2,937
Pension asset for funded schemes in surplus			700				396				59				29
Deferred tax assets			435				598				303				470
Other non-current assets			572				931				445				495
Total non-current assets			16,056				15,243				10,149				9,724
Inventories			2,133				2,228				1,445				1,661
Trade and other current receivables			1,931				2,189				1,498				1,634
Cash and cash equivalents			2,004				2,066				638				495
Other financial assets			844				746				301				120
Assets held for sale			10				21				7				15
Total current assets			6,922				7,250				3,889				3,925
Financial liabilities			(1,472	)			(3,673	)			(807	)			(1,169	)
Trade payables and other current liabilities			(5,358	)			(5,069	)			(3,542	)			(3,132	)
Provisions			(262	)			(520	)			(158	)			(237	)
Liabilities associated with assets held for sale			0				0				0				0
Total current liabilities			(7,092	)			(9,262	)			(4,507	)			(4,538	)
Net current assets/(liabilities)			(170	)			(2,012	)			(618	)			(613	)
Total assets less current liabilities			15,886				13,231				9,531				9,111
Financial liabilities due after one year			5,532				4,997				2,160				1,366
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit			635				952				884				868
Unfunded schemes			902				941				920				1,046
Provisions			510				458				219				188
Deferred tax liabilities			671				619				93				171
Other non-current liabilities			185				240				170				124
Non-current liabilities			8,435				8,207				4,446				3,763
Intra-group NV/PLC			(5,727	)			(6,107	)			5,727				6,107
Shareholders’ equity			13,128				11,091				(1,063	)			(1,143	)
Minority interest			50				40				421				384
Total equity			13,178				11,131				(642	)			(759	)
Total capital employed			15,886				13,231				9,531				9,111

Guarantor statements (audited)

On 18 November 2008, NV and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and Unilever United States, Inc. (UNUS). This superseded the previous NV and UCC US Shelf registration filed on 2 October 2000, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. Of the US Shelf registration, US $4.25 billion of Notes were outstanding at 31 December 2009 (2008: US $2.75 billion; 2007: US $2.75 billion) with coupons ranging from 3.650% to 7.125%. These Notes are repayable between 1 November 2010 and 15 November 2032.

Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention, and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect on NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis. The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.

		€ million				€ million				€ million				€ million				€ million				€ million				€ million
		Unilever				Unilever								Unilever
		Capital				N.V.								United
		Corporation				parent				Unilever PLC				States Inc.				Non-
Income statement		subsidiary				issuer/				parent				subsidiary				guarantor								Unilever
for the year ended 31 December 2008		issuer				guarantor				guarantor				guarantor				subsidiaries				Eliminations				Group
Continuing operations:
Turnover			–				–				–				–				40,523				–				40,523
Operating profit			(1	)			381				114				(19	)			6,692				–				7,167
Finance income			–				1				–				–				105				–				106
Finance costs			(167	)			(146	)			–				–				(193	)			–				(506	)
Pension and similar obligations			–				1				–				(27	)			169				–				143
Intercompany finance costs			196				42				42				(4	)			(276	)			–				–
Dividends			–				1,473				1,160				–				(2,633	)			–				–
Share of net profit/(loss) of joint ventures			–				–				–				–				125				–				125
Share of net profit/(loss) of associates			–				–				–				–				6				–				6
Other income from non-current investments			–				–				–				–				88				–				88
Profit before taxation			28				1,752				1,316				(50	)			4,083				–				7,129
Taxation			(11	)			(41	)			(134	)			(619	)			(1,039	)			–				(1,844	)
Net profit from continuing activities			17				1,711				1,182				(669	)			3,044				–				5,285
Net profit from discontinued operations			–				–				–				–				–				–				–
Equity earnings of subsidiaries			–				3,316				3,845				1,637				–				(8,798	)			–
Net profit			17				5,027				5,027				968				3,044				(8,798	)			5,285
Attributable to:
Minority interest			–				–				–				–				258				–				258
Shareholders’ equity			17				5,027				5,027				968				2,786				(8,798	)			5,027
Income statement
for the year ended 31 December 2008
Continuing operations:
Turnover			–				–				–				–				40,187				–				40,187
Operating profit			(1	)			23				(36	)			(22	)			5,281				–				5,245
Finance income			–				4				4				–				139				–				147
Finance costs			(182	)			(112	)			(1	)			–				(262	)			–				(557	)
Pension and similar obligations			–				(6	)			–				(33	)			197				–				158
Intercompany finance costs			201				38				48				(12	)			(275	)			–				–
Dividends			–				1,536				1,154				–				(2,690	)			–				–
Share of net profit/(loss) of joint ventures			–				–				–				–				102				–				102
Share of net profit/(loss) of associates			–				–				–				–				50				–				50
Other income from non-current investments			–				–				–				–				39				–				39
Profit before taxation			18				1,483				1,169				(67	)			2,581								5,184
Taxation			(7	)			(91	)			(89	)			(52	)			(889	)			–				(1,128	)
Net profit from continuing activities			11				1,392				1,080				(119	)			1,692				–				4,056
Net profit from discontinued operations			–				–				–				–				80				–				80
Equity earnings of subsidiaries			–				2,496				2,808				611				–				(5,915	)			–
Net profit			11				3,888				3,888				492				1,772				(5,915	)			4,136
Attributable to:
Minority interest			–				–				–				–				248				–				248
Shareholders’ equity			11				3,888				3,888				492				1,524				(5,915	)			3,888